Bar Admissions

John
M.
Schwolsky

Partner

John Schwolsky is a partner in the Corporate & Financial Services Department and Co-head of the Insurance Transactional and Regulatory Practice. Mr. Schwolsky has extensive experience in insurance mergers and acquisitions, as well as the restructuring of troubled insurers and demutualization transactions. He also regularly represents issuers and underwriters in connection with securities offerings by insurance companies in the United States and overseas. In addition, he advises insurers on insurance-linked securities transactions, including catastrophe bonds, mortality bonds and swaps, redundant reserve financing and other risk-linked securities.

Chambers USA ranks Mr. Schwolsky in Band 1 of the leading individuals nationally and in New York practicing in the area of Insurance (Transactional & Regulatory). Mr. Schwolsky is also recognized by The Legal 500 U.S. as a Leading Lawyer in the area of Insurance: Non-Contentious.

John Schwolsky is a partner in the Corporate & Financial Services Department and Co-head of the Insurance Transactional and Regulatory Practice. Mr. Schwolsky has extensive experience in insurance mergers and acquisitions, as well as the restructuring of troubled insurers and demutualization transactions. He also regularly represents issuers and underwriters in connection with securities offerings by insurance companies in the United States and overseas. In addition, he advises insurers on insurance-linked securities transactions, including catastrophe bonds, mortality bonds and swaps, redundant reserve financing and other risk-linked securities.

Chambers USA ranks Mr. Schwolsky in Band 1 of the leading individuals nationally and in New York practicing in the area of Insurance (Transactional & Regulatory). Mr. Schwolsky is also recognized by The Legal 500 U.S. as a Leading Lawyer in the area of Insurance: Non-Contentious.

Selected Significant Matters

Mergers and Acquisitions

In the area of mergers and acquisitions, Mr. Schwolsky’s assignments have included advising:

Aegon in its $9.7 billion merger with Transamerica

Aegon in its $3.2 billion merger with Providian, and related spin-off of Providian's non-insurance operations

Aegon in its $1.4 billion sale of Transamerica Re to Scor SE

Aegon in its $1.3 billion acquisition of Merrill Lynch's life insurance operations

Aegon in its acquisition of the group pension business of MONY

Aegon in its sale of Providian Property and Casualty Insurance Company

Aegon in its sale of Transamerica Financial Advisors, Inc. to John Hancock Financial Network

Aegon in the purchase of certain assets of Mercer HR Services LLC

Allstate in its pending $1.43 billion acquisition of SquareTrade

Allstate in its $1.2 billion merger with American Heritage Life Investment Corp.

Allstate in its $1.1 billion acquisition of CNA's personal lines business

Allstate in its $1 billion acquisition of Esurance from White Mountains

Allstate in its $740 million sale of Lincoln Benefit Life Company

Allstate in its sale of Allstate Re to SCOR

Allstate in its sale of its variable annuity business to Prudential Financial

Allstate in its purchase of GE's Partnership Marketing Group

Assurant in the $940 million sale of its employee benefits business to Sun Life Financial

Assurant in its acquisition of American Title, Inc.

CNO Financial Group in its $287 million sale of Conseco Life Insurance Company to Wilton Re

Delek Group in its $290 million merger with Republic Companies Group

Liberty Mutual in its $1.5 billion acquisition of Guardian Royal Exchange's US property and casualty business

Liberty Mutual in its purchase of the PRUPAC companies from Prudential Financial

Liberty Mutual in its renewal rights and reinsurance transactions with White Mountains Insurance Group

MetLife in connection with its announced plan to separate a substantial portion of its retail segment and related registration of shares of the common stock of its subsidiary Brighthouse Financial, Inc.

MetLife in its $16.4 billion acquisition of AIG's subsidiary, American Life Insurance Company

MetLife in its $11.8 billion acquisition of Citigroup's life insurance operations

MetLife in the sale of its national distribution sales force, MetLife Premier Client Group, to MassMutual

Pan-American Life Insurance Group in its pending merger with Mutual Trust Financial Group

Protective Life in its $1.06 billion acquisition of MONY Life

Sun Life Financial in its $650 million acquisition of Genworth's Employee Benefits Group Business

Sun Life Financial in its disposition of Clarica's US life insurance operations

Tower Group in its $550 million (including assumed debt) merger with ACP Re

Tower Group in its merger with Canopius Holdings Bermuda Limited

Tower Group in its strategic investment in Canopius Group Limited

Tower Group in its acquisition of One Beacon's personal lines insurance business

Tower Group in its acquisition of Hermitage Insurance Group

Union Central in connection with its merger with Ameritas Acacia and formation of UNIFI, a mutual life insurance holding company

In addition, Mr. Schwolsky has advised on the following transactions:

Capital Markets

Mr. Schwolsky has advised issuers and underwriters in hundreds of securities offerings by insurance companies, including the following recent representations:

The Allstate Corporation in its December 2016 offerings of $1.25 billion of senior notes

MetLife in its November 2015 offering of $1.25 billion of senior notes

MetLife in its June 2015 offering of $1.5 billion of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C and its related tender offer for and redemption of its Non-Cumulative Preferred Stock, Series C

MetLife in its March 2015 offering of $1.5 billion of senior notes

The underwriters in the December 2014 initial public offering of James River Group Holdings, Ltd.

The initial purchasers in the November 2014 offering by TIAA Asset Management Finance of $2 billion of senior notes

The initial purchasers in the September 2014 offering by Teachers Insurance and Annuity Association of America of $2 billion of surplus notes

The initial purchasers in the June 2014 offering by Guardian Life Insurance Company of America of $450 million of surplus notes

The Allstate Corporation in its June 2014 offering of $650 million of perpetual preferred stock

MetLife, Inc. in its April 2014 offering of $1 billion of senior notes

The Allstate Corporation in its February 2014 offering of $250 million of perpetual preferred stock

MetLife, Inc. in its September 2013 remarketing of $1 billion of senior notes and settlement of stock purchase contracts under its common equity units

The Allstate Corporation in its August 2013 offering of $800 million of subordinated debentures

The Allstate Corporation in its June 2013 offering of $1 billion of senior notes

The Allstate Corporation in its June 2013 offering of $287.5 million of perpetual preferred stock

The Allstate Corporation in its May 2013 $1.8 billion waterfall tender offers for senior and subordinated debt

Surplus Note Offerings

The initial purchasers in the September 2014 offering by Teachers Insurance and Annuity Association of America of $2 billion of surplus notes

The initial purchasers in the June 2014 offering by Guardian Life Insurance Company of America of $450 million of surplus notes

Northwestern Mutual Life Insurance Company in its March 2010 offering of $1.75 billion of surplus notes

Teachers Insurance and Annuity Association of America in its December 2009 offering of $2 billion of surplus notes

The initial purchasers in the October 2009 offering by New York Life Insurance Company of $1 billion of surplus notes

The Guardian Life Insurance Company of America in its October 2009 offering of $400 million of surplus notes

National Life Insurance Company in its September 2009 offering of $200 million of surplus notes

Hybrid Offerings

The Allstate Corporation in its offering of $800 million of subordinated debentures

The Allstate Corporation in its offering of $650 million of perpetual preferred stock

The Allstate Corporation in its offering of $250 million of perpetual preferred stock

The Allstate Corporation in its offering of $287.5 million of perpetual preferred stock

The Allstate Corporation in its $1 billion offering of junior subordinated debentures

The Allstate Corporation in its $500 million offering of junior subordinated debentures

Liberty Mutual Insurance Company in its $1.25 billion offering of junior subordinated debentures

MetLife, Inc. in its $500 million offering of junior subordinated debentures

MetLife, Inc. (MICC) in its $750 million offering of X-SURPS (exchangeable surplus notes)

MetLife, Inc. (MLIC) in its $700 million offering of X-SURPS (exchangeable surplus notes)

MetLife in connection with its announced plan to separate a substantial portion of its retail operations and related registration of shares of the common stock of its subsidiary Brighthouse Financial, Inc.

Metlife, Inc. in its public offering of $3 billion of common stock and the concurrent offerings by AIG of $3.4 billion of Metlife’s common stock and $3.3 billion of its common equity units

Metlife, Inc. in its public offerings of $3.6 billion of common stock and $3.0 billion of senior notes

Metlife, Inc. in its public offering of $2.4 billion of common stock

The underwriters in the demutualization and initial public offering of Manulife Financial Corporation

The underwriters in the initial public offering of James River Group

The underwriters in the initial public offering of Direct General Corporation

The underwriters in the initial public offering of State Auto Financial